As filed with the Securities and Exchange Commission on November 2, 2004.

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-A

 


 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 


 

BANK OF AMERICA CORPORATION   BAC CAPITAL TRUST V

(Exact name of registrant

as specified in its charter)

 

(Exact name of registrant

as specified in

certificate of trust)

 


 

Delaware   Delaware
(State of incorporation or organization)   (State of incorporation or organization)
56-0906609   03-6104159

(IRS Employer

Identification No.)

 

(IRS Employer

Identification No.)

BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina

  28255
(Address of principal executive offices)   (Zip Code)

 


 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.    x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.    ¨

 

Securities Act registration statement file numbers to which this form relates: 333-104151 and 333-104151-03

 

Securities to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

to be so registered


 

Name of each exchange on which

each class is to be registered


6% Capital Securities of BAC Capital Trust V

(and the Guarantee related thereto)

  New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

 



INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are (i) the 6% Capital Securities (the “Capital Securities”) of BAC Capital Trust V (the “Trust”), a Delaware statutory trust, and (ii) the guarantee related thereto by Bank of America Corporation (the “Corporation”), a Delaware corporation. The Capital Securities represent undivided preferred beneficial interests in the Trust and are guaranteed by the Corporation, to the extent set forth in the form of Capital Securities Guarantee Agreement of the Corporation (the “Capital Securities Guarantee”). The form of Capital Securities Guarantee is incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 (Registration No. 333-104151) filed by the Corporation and the Trust with the Securities and Exchange Commission (the “Commission”) on March 31, 2003 (as amended, the “1933 Act Registration Statement”). For a description of the Capital Securities and the Capital Securities Guarantee covered by this registration statement, see the descriptions under the captions “Description of Capital Securities,” “Description of Junior Subordinated Notes” and “Description of Guarantee” in the prospectus that constitutes part of the 1933 Act Registration Statement, including the prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on October 26, 2004 (as supplemented, the “Prospectus”). The Prospectus is incorporated by reference into this registration statement.

 

Item 2. Exhibits

 

Exhibit No.

 

Description and Method of Filing


1   1933 Act Registration Statement, incorporated herein by reference.
2   Certificate of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.2 to the 1933 Act Registration Statement.
3   Declaration of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.6 to the 1933 Act Registration Statement.
4   Form of Amended and Restated Declaration of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.9 to the 1933 Act Registration Statement.
5   Form of Capital Securities Guarantee, incorporated herein by reference to Exhibit 4.14 to the 1933 Act Registration Statement.
6   Restated Indenture, incorporated herein by reference to Exhibit 4.10 to the Registration Statement on Form S-3 (File No. 333-70984).
7   Form of Supplemental Indenture, incorporated herein by reference to Exhibit 4.11 to the 1933 Act Registration Statement.
8   Form of Capital Security (included in Exhibit 4).

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: November 2, 2004

 

BANK OF AMERICA CORPORATION

By:

 

/S/ KAREN A. GOSNELL


   

Karen A. Gosnell

   

Senior Vice President

BAC CAPITAL TRUST V

By:

 

/S/ JAMES T. HOUGHTON


   

James T. Houghton

   

Regular Trustee

By:

 

/S/ KAREN A. GOSNELL


   

Karen A. Gosnell

   

Regular Trustee

 

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